Title 46, Chapter 3, Section 305
( 46-3-305)
(a) No contract or transaction between an electric membership
corporation and one or more of its directors or officers, or between
an electric membership corporation and any other corporation,
partnership, association, or other organization in which one or more
of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or committee
thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (1) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (2) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the members, and the
contract or transaction is specifically approved or ratified in
good faith by vote of such members; or (3) The contract or transaction is fair as to the electric
membership corporation as of the time it is authorized, approved,
or ratified by the board, a committee thereof, or the members. (b) Interested directors may be counted in determining the presence
of a quorum at a meeting of the board or committee thereof which
authorizes the contract or transaction. |